Understory Master Service Agreement

1. Use of Understory and the conclusion of this agreement

1.1 These terms define the Master Service Agreement (“MSA”). The Customer might purchase additional services, features or products by executing one or more order forms (“Order Forms”) following the Terms & Conditions for the order form but governed by the Master Service Agreement.

1.2 Understory A/S (“Understory”) provides its proprietary software and digital solutions including booking system and administration, statistics, e-commerce solution, website, etc. ("System") to the Customer (the “Customer"), hereafter the "Parties", according to the MSA.

1.3 In particular, the MSA governs the Customer access to and use of the System through which the Customer may provide to its clients (“End Customer” or “End User”) related services and experiences.

1.4. By accepting the MSA the Customer expressly declares that (i) they will not provide false and/or misleading information, (ii) they have all the rights and powers necessary to enter into and fully and effectively perform the terms and conditions defined by the MSA and (iii) they intend to use the System exclusively within the scope of (and for purposes exclusively related to) their professional and/or entrepreneurial and/or commercial activity, in which case the legislation, including any future legislation, on consumer protection, does not apply.

1.5 Payments for the use of the system are offered in different variations and agreements on payment structure can be entered into in writing, and will come into force immediately thereafter.

1.6 The MSA runs from the effective date if nothing else has been agreed until terminated. The subscription period is determined by the selection of either monthly or yearly payment unless otherwise agreed. The MSA continues until it is terminated, and both parties may terminate the agreement according to the termination section below.

1.7 The chosen billing cycle establishes the binding duration for the Customer’s subscription (“Subscription Period”). Selecting annual billing commits the Customer to a twelve-month Subscription Period, while monthly billing commits to a monthly Subscription Period. Once a Subscription Period has started, it cannot be put on hold or suspended.

2. Rights to changes

2.1 Understory is entitled to announce changes to the MSA with 30 days' notice for all matters except pricing, which is governed by clause 2.3 below. Should the Customer not accept the amended terms and conditions, the Customer may terminate this agreement with 30 days' notice, provided that notice of termination is given within 15 days of receiving the notice of the change.

2.2 Understory is entitled to make changes to the System, servers, etc. if this is required for optimal operation and development.

2.3 Changes in the Customer's price for use of the System must be notified by Understory with a minimum of the current month + 1 month's notice.

3. Services provided by Understory

3.1. During the contract period, Understory will make the System available to the Customer in accordance with the terms and conditions in the MSA.

3.2. Understory has the right and the option to interrupt the Customer's access to the System, if this proves necessary in order to service Understory's access, functions, etc.

4. Use of the Understory System

4.1 The Customer can only use the System in an appropriate manner consistent with its intended use and in full compliance with all applicable laws and regulations. The use of the System must not be able to burden either the System, the systems or the servers etc. to an unnecessary extent. Should it prove necessary on the part of the Customer, this must be with prior permission from Understory. Any violation of this provision may result in the immediate suspension or termination of the MSA and in legal or financial claims made by Understory against the Customer.

5. Use of Understory Pay

Understory Pay is a fully integrated payment solution that brings payment workflows directly into the System, and comes as a part of the System provided by Understory upon signing this contract.

5.1 The contractual relationships are structured such that the Customer contracts with Understory for the System, the Customer contracts with the Payment Provider, for payment services taking place via Understory Pay, and the End Customer contracts with the Customer for the sale of goods or services. Understory is never the contractual party in the agreement between the Customer and the End Customer, the purchaser of a service from the Customer. Payment takes place via payment with the End Customer's payment card, through the Payment Provider, to the bank account specified by the Customer. Through Understory Pay, it is possible for the Customer to offer their End Customers payment via different payment methods supported by Understory Pay.

5.2 In order for the End Customer's payment to be processed by the external payment provider, the Customer is obliged to enter into an agreement directly with the payment provider and to accept its terms and conditions and to go through its "Know Your Customer" (KYC) process. If the Customer cannot comply with the requirements of the Payment Provider, both Understory and the Payment Provider are authorized to interrupt the possibility of using the payment solution.

5.3. The Customer is obliged, via its terms and conditions with the End Customers, to inform the End Customer that payments are handled through the Payment Provider and that the transaction takes place as an agreement between the Customer and the End Customer.

5.4. Understory is not responsible for the payment solution or the Payment Provider or any disputes or claims that may arise based on the use of the payment provider and its solutions.

6. Property Rights

6.1 The Customer acknowledges and accepts that all intellectual and/or industrial property rights over the System, - in all its parts and including, without limitation, materials, texts, graphics, photographs, images, audio, videos, present or visible on the System as well as the trademarks and, in general, the distinctive signs and logos, visible on the System (jointly, the “Content”) - are the exclusive property of Understory and/or their third party owners, in their entirety and in any part and anywhere in the world. It is therefore forbidden to reproduce, in whole or in part, in any form and by any means, the Contents without the prior express written consent of the Understory and/or their third-party owners, as the case may be.

6.2 In the event that the Customer requests Understory to supply special functionality, all intellectual property rights, including copyright, belong to Understory. Therefore, Understory is entitled to make the functionality available to other of Understory's Customers.

6.3 By executing the MSA, the Customer obtains the non-exclusive, non-sublicensable, non-transferable right to use the System in accordance with the period of the contract. The Customer agrees to use the System and related services and the Contents in full compliance with the MSA , any applicable legal or regulatory provision and the intellectual and/or industrial property rights of Understory and/or their third-party owners. The Customer undertakes, without limitation: (i) not to circumvent the technical limitations and technological protection measures within the System; (ii) not to reverse engineer, decompile or disassemble the System and/or its Contents; (iii) not to use the System contrary to the instructions provided or for purposes unrelated to the MSA Terms; (iv) not to copy, modify, distribute, reproduce, publish, license, transfer any portions of the System, its services and/or the Contents; (v) not to develop, or using scraping tools or any means for mass copying of data and/or the Content; (vi) not to remove copyright notices, distinctive signs from the System and/or the Content thereof. The reproduction, in whole or in part, of the System and its Contents on any other external website, or the creation of links, hypertexts, or deep links between the System and any other website is prohibited without the prior written consent of Understory.

6.4 The Customer is further prohibited from using the System and/or its services to send, publish, transmit and/or share data, content or computer files that: (i) contain viruses, Trojans or, in any case, other computer elements of contamination, destruction or aimed at carrying out a denial-of-service or distributed denial-of-service attack; (ii) constitute spamming, phishing and/or similar activities; (iii) have discriminatory, defamatory, slanderous or threatening content; or (iv) contain pornographic, child pornography, obscene material or in any case material contrary to public morals. Understory shall be entitled to report to the competent authorities any violation of any of the prohibitions set out in this paragraph.

7. Payment for the System

7.1 For use of the System, cf. the accepted Subscription and other price terms, the Customer pays a fixed Subscription fee excluding VAT pr. month ("Subscription Fee") and a usage-based fee excluding VAT of the value of all transactions that are processed through the System ("Usage-based fee"). The usage-based fee is calculated from the total value of the transactions, where purchase/booking and payment are processed through Understory and connected products, unless otherwise agreed.

7.2 Is Understory Pay being used as a Payment system, the customer is charged the fee that is applied based on the guests/customers payment, which can vary depending on the payment method used for the transaction. Should the Customer utilize a payment system independent of Understory Pay, Understory reserves the right to levy a 1 percentage point charge on the total transaction volume handled via such external solutions (the “External PSP Fee”).

7.3 The Usage-based fees are settled continuously in line with consumption and are deducted from the ongoing payouts to the Customer.

7.4 The subscription fee is paid via payment card registered directly in the Understory administration or via the Stripe Billing payment solution unless otherwise agreed. All invoices from Understory have a fixed 7-day payment deadline.

7.5 Subscription fees that are not paid on time are subject to late payment interest of 1.5% per started month without notice, reminder fees are also added.

7.6 If the Customer has an outstanding balance exceeding one month's Subscription Fee, Understory may, without further notice, suspend the Customer's access to the System.

7.7 Upgrades in pricing plans take effect immediately. Downgrades follow the applicable notice period.

7.8 A 5% (five percent) annual price adjustment is made under these terms.

1. The adjustment applies only to the Customer’s subscription fee before any discounts are calculated.
2. The adjustment applies on each twelve-month anniversary of the agreement's start date.

7.9 Additional fees besides the listed above include the following

1. Bookings when the end customer pays through invoice, where the fee is calculated based on the standard booking fee %, but capped at €50.
2. Gift Card sales: 2 percentage points are added on top of the standard booking fee.
3. Bookings received through OTAs are charged with a 1.75% booking fee.
4. Launch Package covering onboarding and implementation services.

7.10 In addition to the subscription and usage-based fees, there can be additional services, which are being offered and voluntarily selected in the System by the Customer. Separate prices for these additional services can occur and will be informed specifically.

8. Responsibility of the Customer

8.1 The Customer is solely responsible for all data and content that is uploaded and published via the System as well as for all content and data that the Customer receives in connection with the use of the System. Understory's exemption from liability applies in all respects, also regardless of whether Understory may have helped the Customer with the setup or the like. Therefore, Understory cannot in any way be held liable for damages and/or losses, direct or indirect and of any nature, resulting from infringement of third parties’ rights and/or errors and/or omissions in such data/contents or related to their nature and/or characteristics. Understory is also excluded from any responsibility for the transmission or reception of illegal information of any nature or kind.

8.2 The Customer is and shall remain solely responsible for its relationship with its End Customers. The Customer acknowledges and agrees that it is its exclusive responsibility to comply with all applicable laws and regulations concerning its End Customers, including, but not limited to, consumer protection laws. This includes providing all mandatory pre-contractual information, managing the right of withdrawal, handling complaints, and ensuring the legality of the services offered. Understory acts solely as a technical provider and shall have no liability whatsoever towards End Customers.

8.3. The Customer agrees to indemnify and hold harmless Understory from any claim of any kind, including claims for compensation, fines, taxes, including reasonable legal fees, which Understory may be faced with as a consequence of the Customer's use of the System, the Customer’s contents or offerings, the Customer’s breach of this agreement or third-parties rights, and/or the Customer’s sales and interactions with End Customers and, in general, which may arise from any claim, dispute and/or legal action made, threatened or undertaken by the End Customers. This also applies to the Customer's possible violation of intellectual property rights or the like.

9. Customers right of property

9.1 The Customer owns, and is solely responsible for, all data, contents, information, and/or documents that the Customer adds or uses via the System.

9.2 The Customer grants a non-exclusive, worldwide, royalty-free licence to access, process, store, transmit, and use Customer Data, including data relating to End Customers ("End Customer Data"), solely to the extent necessary to provide, maintain, and improve the Services. Customer represents and warrants that it has obtained all necessary rights, consents, and authorisations from its End Customers to process End Customer Data in accordance with this Agreement and applicable data protection legislation. Notwithstanding the foregoing, Understory may collect, aggregate, and analyse End Customer Data in anonymised or de-identified form ("Aggregated Data") for the purposes of product development, service optimisation, benchmarking, and the generation of analytics and insights. Such Aggregated Data shall not identify Customer or any End Customer and shall remain the property of Understory.

10. Limitation of liability

10.1 The Customer and only the Customer is responsible for the use of the System.

10.2 Understory can only be liable for compensation to the Customer, in the event of interruption, disruption or reduced functionality of the System, if this occurs due to direct intentional or grossly negligent actions on the part of Understory, including from Understory employees. A temporary interruption of, disturbance or reduced functionality of the System does not entail liability for damages. Any liability for damages can never, in amount, exceed the value of the Subscription Fee actually paid by the Customer to Understory.

10.3 Understory is not responsible or liable for compensation in connection with the Customer's possible loss of data, operating capability or the like. In addition, Understory is not responsible for losses due to unauthorized access to the System.

11. Force Majeure

11.1 Understory is not liable for compensation in the event of Force Majeure, which makes fulfillment of the contractual relationship impossible, due to extraordinary circumstances that Understory cannot mitigate or foresee, such as war, unusual natural events, riots, fire, accident, flood, sabotage, lack of energy or raw materials, etc.

12. Termination

12.1 The MSA to the System and any other Order Forms and thus the right to use the System can be terminated by the Customer within the subscription period and will be effective at the end of the subscription period unless otherwise agreed.

12.2 Termination of the System and Order Forms must be done by written notice to Understory via info@understory.io, in-product termination, or in writing directly to the Customer's contact person at Understory.

12.3 Termination of the System must be made at least 7 days before the start of a new Subscription period. Termination sent later than this will be considered as a termination for the upcoming extended Subscription period.

12.4 Understory may terminate the MSA and related Order Forms by providing written notice to the Customer at least 30 days before the end of the Subscription period. Termination notice received later than this deadline will be considered effective at the end of the upcoming extended Subscription period.

13. Transfer of rights and obligations

13.1 Understory is entitled to, in whole or in part, transfer rights and obligations related to the relationship between Understory and the Customer to a company controlled by Understory, Understory's parent company or companies with the same parent company as Understory.

14. Personal data

14.1 The Customer is in all respects the data controller for the personal data of its End Customers processed through the System.

14.2 When entering into an agreement on the use of the System, Understory's data processing agreement is also accepted.

15. Choice of law and venue

15.1 The agreement is subject to Danish law.

15.2 Any dispute that may arise in connection with this Agreement, including disputes regarding the existence, validity or interpretation of the Agreement, the Parties must initially try to resolve amicably by negotiation. If the negotiations do not lead to any result, any dispute between the Parties regarding the Agreement must be finally and bindingly settled by arbitration at the Arbitration Institute in accordance with the Arbitration Institute's adopted rules on simplified arbitration, which apply at the initiation of the arbitration proceedings.

15.3 It is understood that Understory is extraneous to any claim or dispute that may arise between the Customer and the End Customers. However, Understory is available to provide assistance, where necessary, in order for the Customer and the End Customer to resolve such disputes in good faith.